An Introduction to Commercial Law & Contract Language

Overview

Commerce depends on contracts. Every sale of goods or supply of services involves a contract. Some contracts are so straight forward there is no need to worry about the law, but gone are the days of the handshake as the only evidence of agreement. In the business world today any deal no matter how small can raise difficulties of legal rights and wrongs, for example, are you bound by what your representatives say, are you sure you have reached agreement on all points, are the terms clear, are they what you wanted, are you liable if the other party lets you down, and if they have, what and how much can you claim?
Without a clear understanding of the law you risk heavy losses. This programme is designed to help you understand these fundamentals as either a customer or supplier to avoid exposing your company.

Learning Objectives

Upon completion of this workshop participants should be able to:

Identify the basic principles of Contract Law.

Discuss the significance of some of the common terms found in commercial contracts highlighting their practical implication.

Identify ways of avoiding pitfalls to ensure they have a binding contract.

Analyse some of the problems in performance which may affect their rights or responsibilities under the contract, with particular reference to breach of contract and the remedies available.

Enhance their knowledge of Commercial Contract law and language and be able to construct more effective agreements.

Target Audience

This workshop is designed for Commercial Executives with a non-legal background who need to understand the legal implications of contracts and agreements which they work with on a daily basis. It would therefore be beneficial to:

Newly appointed Contracts and Commercial Executives.

Business Development Personnel

Sales, Procurement and Marketing Professionals

Project Managers

Programme Outline

1. Introduction

Sources Of Law

Common Law

Statute Law

2. Achieving an enforceable contract

The Five Essential Ingredients

Intention to create a legal binding contract

Offer

Acceptance

Valuable Consideration

Capacity

3. Intention to be bound

On whose terms?

Can advertisements and sales literature be binding?

Certainty of Terms –the effect of estimates, quotations, subject to contract, agreement in principle, heads of agreement, memorandums of understanding, letters of comfort and letters of intent.

4. Offer and Acceptance

Invitation to Treat

Forms of Acceptance

The effect of Contradictory sales and Purchase terms

5.Valuable Consideration

Buying a promise

Reliance and Estoppels

6.Form of Contracts

Writing Desirable or Essential

Express and Implied Terms

Conditions and Warranties

Repudiation or Damages

The difference between contracting with an individual as opposed to contracting with a company

7. Specific Clauses found in Commercial Contracts

Entire Agreement

Quality Fitness and Statutory Terms on Product Liability

Acceptance Clause

Time Clause

Risk and Retention terms

Exclusion Clause

Termination Clause

Arbitration and Alternative Dispute Resolution Clause

Choice of Law Clause

Intellectual Property Clauses

Confidentiality Clauses

Bribery, Corruption and Unethical Conduct Clauses

Indemnity Clauses

8.Avoiding the Contract

Mistake-when and how mistake affects a contract

Misrepresentation-innocent, negligent and fraudulent

Duress

Frustration

Force Majeure and Hardship clauses

9.Breach of Contract

Strict Liability, the basic rule

10. Remedies

Specific Performance

Repudiation

Damages and the assessment of Damages

Liquidated Damages and Penalties

Mitigation of Loss

Time Limits for Civil Action in Trinidad & Tobago

Facilitator's Bio-Sketch: Mr. Pascall Marcelin

The facilitator Mr. Pascall Marcelin is an Attorney-at-Law and a Procurement and Contracts Consultant with over twenty five years experience in Procurement gained from working both as a fulltime executive and on consultancy assignments with both Government and Private Sector institutions. For the past five years he has facilitated Supply Chain Management training courses at the Arthur Lok Jack Graduate School of Business.

Mr. Marcelin is a Certified Purchasing Manager (CPM) and the first Trinidadian to gain this prestigious certification while being resident in Trinidad. He is the holder of a BSc Degree in Economics from the University of the West Indies, a Bachelor of Laws LLB (Hons) degree from the University of London, a Post Graduate Diploma in Corporate and Commercial Law from the University of the West Indies Cave Hill Barbados as well as a Legal Practicing Certificate (LPC) from the University of Staffordshire United Kingdom. He is currently attached to Integrity Law Chambers in San Fernando.

He is a founding Member and Past President of SECU Credit Union and currently serves as a Director.

Certificates will only be issued to participants who have attained a minimum attendance rate of 75% for the duration of the course.

Course Cancellation/ Reschedule Policy

Arthur Lok Jack GSB (ALJGSB) reserves the right to cancel training at any time. If ALJGSB cancels the training due to unforeseen circumstances beyond the control of ALJGSB, you are entitled to a full refund of the course fee, or your course fee can be credited toward a future training, based upon availability (providing payments have been made before original advertised date).

ALJGSB reserves the right to reschedule training at any time. If ALJGSB reschedules training due to unforeseen circumstances beyond the control of ALJGSB, the training will take place at the next available time. Participants will be informed via phone and/or e-mails.